Zombie Boy Bares It All
by brucewaynefan
Summary: While under the effects of the Mind Flayer's possession, Will finds wearing clothing to be unbearably warm. But the 13-year-old still needs to attend school, whether he's dressed or not.


Mr. Clarke's entire eighth grade class was shocked as they saw Will Byers standing in front of the room.

There had been murmurs of some strange illness when the small boy had disappeared from school for a few days, and he had seemed off ever since he reappeared from his disappearance the previous year. They expected Byers to be just as pale as usual when he finally returned to the classroom. But they hadn't expected to get such a comprehensive view of his snow white body.

Will was clad in his usual hand-me-down sneakers, to no one's surprise. Joyce Byers certainly didn't have the money to buy her son anything new. No, it was the rest of the 13-year-old's attire that had all of his classmates' jaws on their desks. From his dark brown bowl cut hair to his pale sockless ankles, Will Byers was completely naked.

His face was drenched with sweat as his eyes fluttered from face to face, worried what each of his peers thought of his unclothed state. His hands were clutched together between his thighs, cupping his undeveloped privates for dear life. It was already terrifying enough standing in school in the buff without also putting his genitals on display.

The silence was finally broken by the almost equally nervous science teacher. "Well, I suppose a bit of an explanation is in order. Mrs. Byers explained to me that Will here has come down with a nasty bug. While they're not entirely sure what it is, it's having a powerful effect on Will's body temperature, and wearing even the lightest of clothing causes symptoms similar to heat stroke."

Mr. Clarke turned to give a nervous smile to Will, though it did little to reassure him. "I know it must have taken all of Will's courage to come to school today like this, so I hope you'll all accommodate his unusual situation and try to make him feel comfortable."

More murmurs followed. Will swallowed hard as he tried to read the faces in the room. Most of the girls were trying not to stare, their faces almost as red as his as they got their first real glimpse at a naked boy. A few of the more popular girls smirked as their eyes focused on his hands, realizing how small his package must be to stay hidden beneath his slender fingers.

Will's friends, the other members of the party, tried to give him sympathetic looks. They had seen each other in the locker room before, but none had ever dared to take more than a cursory glance at their friends' bodies, knowing it would only fuel rumors of their sexuality.

Mike was just about to speak up and try to comfort Will, when the relative silence was broken by the class's foremost delinquent, Troy. "Looks like the fairy boy's really getting desperate for a boyfriend!"

A few of the bully's friends snickered at the comment, well aware of rumors Will was into guys. Mr. Clarke glared at the group. "That's enough, Troy. It's hard enough dealing with a rare medical issue without having to be mocked for it as well."

He turned back to Will and awkwardly smiled again. "Will, why don't you take your seat? The sooner we get back in the standard class routine, the sooner you and your classmates will forget all about your situation."

Will nodded, still unable to break his hands away from his junk, and slowly walked to his desk, moving slowly due to his legs staying so close together. His friends all turned to him as he sat down, shivering at the strange feeling of his bare butt on the seat.

"S-so, what's wrong, Will?" Mike asked, leaning in with a look of concern. He knew that his friend's condition must have something to do with his recent nightmares, as he had a PTSD episode at school just before his absence.

Will turned slowly to look at his friends, dark circles surrounding his eyes from lack of sleep as he considered what to tell them.

"He likes it cold…"

The way Byers said this gave each of his friends chills. It would have been an ominous phrase even if the group didn't have history with strange monsters from another dimension. Still, they would have to discuss this later; right now they needed to support their friend during the most embarrassing day of his life.

"A-are you sure you're okay… being here like that?" Lucas asked.

Dustin chimed in. "Yeah, if it was me, I'd rather miss school for the rest of my life than be seen naked by everyone!"

The others glared at their least tactful friend, causing him to realize he wasn't making Will feel any better. "S-sorry…"

Will tried to force a grin. "I-it's alright. L-like Mr. Clarke said, it'll probably help to keep my mind off it."

And as usual, the party's wise-beyond-his-years science teacher was essentially right. Though the snickers continued for a few minutes into the lecture – and Jennifer Hayes' eyes stayed glued to Will's backside for quite a bit longer than she'd like to admit – the novelty did appear to wear off.

The problem wasn't entirely solved though. While Will wasn't attracting as many stares, the 13-year-old still couldn't convince himself to lift his hands away from his genitals. The Byers boy was usually as studious as he could be, taking comprehensive notes of every word the teacher spoke. But now, his notebook sat untouched on the desk, his hands far too preoccupied hiding his shame to put pencil to page.

Mike could tell this was stressing his friend out as the smaller boy's eyes continually darted from the board to the blank lines on his desk. As one would expect from the party's favorite teacher, Mr. Clarke had noticed the problem as well.

"Will, you don't seem to be taking any notes today. Are you having difficulty understanding today's lesson?"

Will blushed as the class's attention once more fell on him, and he quickly shook his head. "I-it's fine… I think I can keep it memorized…"

The science teacher gave a concerned look, but realized that there wasn't much he could without embarrassing the boy further. He turned back to the board to continue the lecture, but the Wheeler boy sitting next to the shy teen wasn't giving up as easily.

Mike's hand steadily rose into the air, the dark-haired boy barely able to believe what he was about to suggest himself.

Mr. Clarke raised an eyebrow. "Mike? Do you have a question?"

The Wheeler boy nodded. "Um, I was thinking… Maybe, Will wouldn't be as nervous if… if he wasn't the only one naked…"

The science teacher folded his arms. "Are you suggesting what I think you're suggesting?"

Mike nodded again, causing the young teacher to sigh deeply. "Well, I suppose if it's for Will's benefit, I'd be remiss to stop you. Just try and get it over with quickly, Mike. This _is_ science class, not a peepshow."

There were a few snickers from the rest of the class, though most of the other students were still a bit confused. It all became clear however, when Mike began to pull his striped t-shirt over his head, exposing his skinny bare torso.

The dark-haired boy turned to his shy friend and tried to smile as he forced himself to take hold of his jeans next, unzipping the fly and unbuttoning the garment. He couldn't help but look around the room for a second, noting the utter shock on the faces of Dustin, Lucas and Max, and the smug grin on that of Troy.

Mike took another deep breath before bending forward and pushing the denim garments down his scrawny white legs, leaving him in nothing but his socks, sneakers and bleached white jockey shorts.

The Wheeler boy had dreamt of situations like this: standing before his classmates in nothing but his briefs. But he never imagined it would be happening for real, especially not of his own volition. He hooked his thumbs into the elastic waistband of his sole remaining garment, and looked at Will again.

The smaller boy gave a slight nod as his own hands began to fidget, realizing that he owed it to his courageous friend to expose himself once Mike's was out in the open. Will stared in awe along with the entire eighth grade class as they got their first glimpse of their classmate's totally bare penis, as Mike let his last bit of coverage fall to his ankles.

The girls in the back strained to see past their equally curious peers, while Dustin and Lucas were treated to a front row-view of Wheeler's milk white butt cheeks. Meanwhile, Will Byers' eyes opened wide upon seeing his best friend's bare cock.

Mike blushed even harder as he realized how interested his friend was in his junk. His dick wasn't anything impressive. It was average size for his age: about four inches at full length and with a small bush of dark hair growing just above it. But right now it was totally soft, and he couldn't understand what was so interesting to the other exposed boy.

In truth, Will had always been looking for an excuse to take a good long look at his friends' genitals. Sure, they were always naked together for at least a brief few moments in the locker rooms, but the small boy knew the bullying would be endless of someone caught him staring at another guy's junk.

But now, with the entire class focused on Mike Wheeler's exposed body, nobody could blame Will for staring – "When in Rome" and all that. In fact, with all the attention on the naked boy standing next to him, the only one that had even noticed Byers' gaze was the center of attention himself. Will blushed as he realized Mike was staring back at him, and he started to murmur an apology as his eyes darted away.

Mike sighed as he forced himself to keep his hands to his side, knowing his exposure would mean nothing if he tried to hide his shame. "W-Will, d-does this help?"

It suddenly hit Will again that this entire show was for his benefit, and he turned to look around at the rest of the class. He was relieved when he saw even Troy seemed to have forgotten about his slender nude figure, and he took a deep breath as he turned his attention back to his own hands. They shook as he looked back up at Mike, and he attempted a grateful smile as he willed himself to finally lift his arms, his legs still held tight together as his own bare penis was exposed to the open air of the science classroom.

Will knew he was smaller than most of his classmates. Anyone who had seen him in the showers after gym knew that, and he had certainly been teased by Troy and his gang from time to time as a result.

So as the small boy lifted his hands and bared his private parts in the middle of class, it was not the size of his penis that worried him. No, there was something far more embarrassing Byers was worried about. Ever since that _thing_ had entered him in his dreams, his entire body felt so hot. It was like his entire being was on fire. And if there was any part of his body seemed to burn hotter than the rest, it was Will's pubescent dick.

Mike's eyes widened as he saw the state of arousal his best friend was in. Though Will's penis was smaller than his when both were soft, the two were much more comparable now that the smaller boy was nursing half an erection. The three-inch hairless rod was standing up between the shy 13-year-old's thighs, the tip already leaking a bit of clear liquid as its owner shivered with embarrassment.

Wheeler swallowed nervously as he looked around the room. It looked like everyone was still focused on his nudity and hadn't noticed Will's growing problem. Maybe class would get back on track before anyone could get a chance.

"W-Will, are you able to write now?" Mike half-mumbled toward his equally-exposed friend, trying to avoid attracting any attention to the sitting boy. Will nodded, his face still bright red. Mike couldn't help but wonder if he was perhaps the cause of the boner. Was it the strange situation Byers was in that was screwing with the boy's hormones, or was he actually enjoying the sight of his friend's bare body?

Like the comments about the strange otherworldly figure though, Mike realized these questions would have to wait until they had a bit more privacy. The dark-haired boy turned back to the front of the room.

"M-Mr. Clarke, I think Will's calmed down…s-so you can continue…"

The science teacher sighed. "Well, I should thank you for your, er, _bravery_ considering the situation, but I think we've wasted enough time. So, back to our molecular diagram…"

As Mr. Clarke turned back to the board, Mike couldn't help but let out a deep breath of relief. Murmurs continued around him of course, but as long as Will's boner hadn't been exposed, Mike considered the recent string of events a success. He looked back down at his feet and realized he still had his jeans and underwear tangled around his shoes, and he figured he might as well make himself comfortable by bending down to remove them completely.

As the dark-haired teen finished undressing, he turned his head to the side, and was shocked as he realized what Will was doing.

Though Will had indeed freed up both of his hands, only one was on his desk, scribbling the diagram of the atom into his notebook. His left hand had instead returned to his crotch. But he wasn't reverting to his earlier attempts to hide his nudity.

No, Will Byers was stroking his semihard penis in the middle of class. And it wasn't semihard for long. Mike couldn't pull his eyes away as he watched his best friend's rod grow to its full 3 ½ inches, his slender fingers traveling up and down the length at growing speed as the pink mushroom cap leaked more and more of the clear fluid.

Mike was speechless. If Will was barely capable of uncovering his dick in front of their classmates, how could he have possibly worked up the nerve to outright jerk off? Wheeler looked around the room again, noticing that most of the class had gotten their fill of the naked pair during their earlier show. For the moment, Will's self-pleasure seemed to be going unnoticed.

The taller boy leaned toward his suddenly-exhibitionist friend as he returned to sitting up straight. "W-what are you doing?!" Mike whispered.

Will turned slightly to look at his friend, his hand barely slowing. "I-it's hot… d-down there… H-he likes it cold… I need to c-cool it down…"

Mike felt his own dick twitch hearing his usually timid friend talk like that. It was true, whenever he got a boner, his body did feel a lot warmer, especially around his dick. But he never imagined feeling so hot he was desperate to jerk off in the middle of class.

Still, seeing Will do this was honestly turning the taller boy on. While he wasn't about to join in and stroke off himself, he could feel his rod growing to its full 4 inch length, and he was worried such a scene would attract more attention.

Mike quickly turned back to the board, focusing on the molecular diagram and trying to will any sexual thoughts out of his head.

"Whoa, fairy boy has a boner!"

Mike froze up as he recognized Troy's mocking tone.

Mr. Clarke swung around. "Troy, what did I say about picking on Will?"

The bully rolled his eyes and leaned back in his seat. "Whatever, I just think the freak shouldn't be touching himself in class."

Mr. Clarke turned his eyes to Will. Though the aroused teen had smartly stopped stroking himself, his hand was still on his swollen pecker.

The science teacher sighed as he realized he'd have to handle this awkward situation. "Will… I know this is a… strange situation… for you especially. But please, this will all go a lot smoother if you just try and forget about your… nudity, and focus on the lesson. Now why don't you put both of your hands on your desk and I'm sure… _it_ will go away in no time."

Will reluctantly nodded and lifted his left hand up onto the desk, the glisten of precum on his fingers thankfully not catching anyone's eyes but Mike's.

Mr. Clarke gave him a sympathetic look, then got an idea. "You know what, it's clear this lesson isn't keeping your attention, so how about we try something a little more engaging? Bring your desks together in groups of two or three, and work on the questions at the back of the chapter."

The room was full of groans as the 13-year-olds realized they wouldn't be able to slack off for the rest of class. The members of the party turned to face each other, a little upset that they couldn't all work together, but with Max entering their circle a group of four wouldn't be enough anyway.

Max, Lucas and Dustin blushed as they found themselves having to pay attention to their naked friends again. Dustin spoke up. "So, uh, it'd probably be easier to focus if you two worked together and the rest of us formed a group."

Lucas agreed as he pushed his desk toward Max's. "Sounds good."

Max rolled her eyes. "Any chance for my two stalkers to get me all to themselves, huh?"

Lucas blushed harder. "Th-that's not why… I mean… you don't wanna have to stare at Mike's weird big nipples for the rest of class, right?"

Mike scowled. "Hey!" But as the rest of the group laughed, Mike couldn't help but think that it was nice to have them talk about something besides his dick. And he also breathed a sigh of relief as he saw Troy turning his desk to face away from them, no longer able to leer at the two of them as he joined a group of three.

With the other three party members forming a circle behind them, Mike pushed his desk up against Will's, so they were sitting side-by-side. The whole time, he couldn't help but notice Will seemed even more off, his face bright red and sweat streaming down his face. The smaller boy's left hand lowered again, but it didn't get far.

Mr. Clarke gave a sympathetic but stern look. "Will, both hands on your desk. There's nothing to be ashamed of. You'll get through this."

Will groaned and turned to give his partner a pained look as their teacher turned to check on other groups.

Mike gave his own sympathetic smile. "L-like he said, if you focus your mind on the work, you'll forget about your… problem."

Will shook his head, his eyes wide with both fear and discomfort. "Y-you don't understand, Mike. H-he hates the heat… A-and it's s-soooo hot…" He thrust his hips off the chair, squeezing his thighs together in an effort to stimulate his pecker without using his hands. The smaller boy whimpered a bit, even more sweat streaming down his face.

"P-please Mike… I need to get rid of the heat…" Mike couldn't help but stare at that obscene erection as more precum leaked down the shaft, the tip just barely grazing the underside of his desk as he bucked his hips again.

It was no use. Mike was now at full mast as well, and there was no way either of them were going to focus on the questions with Will in this state. The Wheeler boy looked around the room again, making sure nobody was paying attention to them.

Then Mike did the unthinkable.

Reaching out slowly with his left hand, his long slender fingers gently wrapped around his best friend's 3 ½-incher. The boy with the bowl cut bit his lip to keep from whimpering with pleasure as he felt Mike's sweaty hand grope his most personal body part.

Mike gave him a glare. "J-just focus on the book, Will. Read the questions."

Will nodded, and he slowly began to read. "Wh-which subatomic p-particle has a n-negative charge…" He struggled not to moan as Mike's hand squeezed him tighter, the fingers starting to slide up his shaft.

Mike glared harder, even as he reversed his motion downward, feeling Byers' hips thrust up into his fist, fucking his hand as he built up a rhythm. "The electron, right?"

Will nodded, biting his lip again for a second. "R-right." His right hand could barely write straight as he marked the answer down in his notebook, his whole body shivering with pleasure as Mike worked to relieve him of the "heat."

The smaller boy barely managed to finish the word before dropping his pencil and leaning forward, just stopping himself from letting his face collapse onto the desk.

Wheeler continued to stroke him, pumping his hand faster with each passing second, feeling more and more precum leak onto his hand as he pleasured his smaller friend. "Next question?"

Will nodded. "H-how many pr-protons in an atom of - *unh*!" Both boys froze as Will couldn't help but let out a whimper. The dark-haired boy's eyes darted around, but nobody seemed to have noticed. Will reclutantly continued. "…in an a-atom of g-gold?"

It took Mike half a minute before he realized he was staring intently at Will as he beat him off, completely failing to answer the question. "Uhhh…" He grasped his textbook with his right hand, turning a few pages to the periodic table. "S-seventy-nine, I think?"

Will nodded as he swallowed deeply once again, his whole body now feeling like it was on fire. His face and neck were drenched with sweat, and his hips were moving almost entirely on their own as he screwed his best friend's fist. He could feel his point-of-no-return approaching, and when he grabbed the pencil again, he didn't even bother starting to write the answer as any knowledge of Mike's response was pushed from his mind by the heat and the pleasure.

Mike could only stare in awe as the smaller boy's sack tightened beneath his fingers and his cock head turned purple. One hand gripped the edge of the desk for dear life while the other squeezed the pencil in place. Still, Wheeler's hand continued to pump faster and harder with every movement. The two were so lost in their jerk-off session that they hadn't even noticed their friends staring at them from their own desks.

Dustin's mouth was hanging open and all three had their eyes nearly bulging out of their sockets. Lucas felt himself growing in his pants as he struggled to focus on his paper, while Max couldn't help but run her own fingers against the center of her jeans as she watched a boy masturbate for the first time.

Finally, Will couldn't hold it in anymore. He bit his lip as hard as he could and gave Mike a long direct stare. Somehow, Wheeler knew exactly what his friend was trying to communicate, and he swung his head around, looking for something to catch the oncoming load.

As Will bucked his hips one final time, everything seemed to move in slow motion. It almost felt like Mike's body was moving on its own as the lanky 13-year-old pushed his pencil off of the desk, giving himself a reason to slide from his seat down onto his knees.

Just as the first burst of cream erupted from Byers' bell end, the full lips of Mike Wheeler closed around the throbbing pecker. Pulse after pulse of hot jizz shot out of the 3 ½ inch rod, pouring straight into the other boy's mouth. Mike almost gagged as the watery spooge flowed down his throat.

And then the worst happened. Will couldn't held his breath a moment longer, and his own lips separated, accidentally eliciting a long low orgasmic moan.

Luckily, the class didn't get a chance to hear.

Just in time, Dustin leapt to his feet and rushed over to their teacher, shouting at the top of his lungs to cover for his friends' indecent actions.

"Mr. Clarke!"

The whole class turned to see what the outburst was about, completely missing the intense homerotic display at the other end of the room.

The science teacher flinched. "Y-yes Dustin?"

Dustin froze up as he realized he didn't really have a follow-up. "Uh, well. I was just thinking… i-it's not fair, y'know?"

Mr. Clarke did not know. "…what's not fair?"

Dustin took advantage of the slight pause to think to blurt out the first thing that came to mind. "That Lucas and I still have our clothes, right?"

Lucas glared at him, as Henderson gave a sheepish grin. "So, uh, we should strip too, to show s-solidarity with our… b-brave _brave_ friends!"

Sinclair buried his face in his hands as Max turned an even brighter shade of red, imagining the last two boys in the party stripping naked.

Dustin held his grin. "For the party, you know?"

"For the party…?" Mr. Clarke let out his deepest, most exasperated sigh yet. "Sure, why not…?" The exhausted teacher returned to the front of the room. "You know what, let's scrap the lesson. I can't expect any of you to focus under these strange circumstances anyway. I'm just going to put on a movie…"

The teacher flicked off the lights as he wheeled the AV club's television stand to the center of the board.

As two more 13-year-olds began to strip however, it would soon become clear to the five friends what benefits a darkened room provided for a group of horny teens.

To be continued…


End file.
